Securities code: Shandong Shida Shenghua Chemical Group Company Limite(603026) securities abbreviation: Shandong Shida Shenghua Chemical Group Company Limite(603026) Announcement No.: pro 2022037 Shandong Shida Shenghua Chemical Group Company Limite(603026)
Announcement on the resolution of the 17th meeting of the seventh board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
(I) the convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) the notice and materials of the 17th meeting of the seventh board of directors were sent to all directors of the board of directors by email and telephone on April 28, 2022.
(III) the meeting of the board of directors was held on May 3, 2022 in room A402, Shandong Shida Shenghua Chemical Group Company Limite(603026) office building, No. 198, Tongxing Road, Kenli District, Dongying City, Shandong Province by on-site and communication voting.
(IV) there are 9 directors who should attend the board meeting and 9 directors who actually participated in the voting.
(V) the meeting of the board of directors is presided over by the chairman, Mr. Guo Tianming.
2、 Deliberations of the board meeting
(I) passed the proposal on the company’s purchase of equity of joint-stock companies and the introduction of employee stock ownership platform by joint-stock companies
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal.
(II) the proposal on the establishment of a company to invest in the construction of 30000 T / a silicon-based negative electrode material project was passed. The independent directors of the proposal expressed their independent opinions, which need to be submitted to the general meeting of shareholders for deliberation.
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal.
(III) the proposal on the establishment of a company by a joint venture subsidiary and the change of the investor of the 20000 t / a silicon-based anode project was adopted, which needs to be submitted to the general meeting of shareholders for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
(IV) passed the proposal on changing the implementation subject of investment projects, which needs to be submitted to the general meeting of shareholders for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
(V) the proposal on increasing related parties in 2021 and adjusting the estimated total amount of daily related party transactions in 2021 was passed. The independent directors of the proposal expressed their independent opinions, which need to be submitted to the general meeting of shareholders for deliberation and approval. The related directors Guo Tianming and Yu Haiming avoided voting.
Voting: 7 in favor, 0 against, 0 abstention and 2 withdrawal.
(VI) passed the proposal on the stock option incentive plan (Draft) and summary of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022,
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company’s directors, senior managers and core employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, the company has formulated the Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan (Draft) and summary, For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Relevant announcements.
The independent directors of the proposal expressed their independent opinions, which need to be submitted to the general meeting of shareholders for deliberation and approval, and the related directors Guo Tianming, Yu Haiming and Hou Jiaxiang avoided voting.
Voting: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
(VII) passed the proposal on the measures for the administration of the assessment of the implementation of the stock option incentive plan in Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022
In order to ensure the smooth progress of the company’s 2022 stock option incentive plan and the realization of the company’s development strategy and business objectives, according to the provisions of relevant laws and regulations and the actual situation of the company, the company has formulated the administrative measures for the implementation and assessment of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Relevant announcements.
The independent directors of the proposal expressed their independent opinions, which need to be submitted to the general meeting of shareholders for deliberation and approval, and the related directors Guo Tianming, Yu Haiming and Hou Jiaxiang avoided voting.
Voting: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
(VIII) through the proposal on the list of incentive objects of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan, in order to ensure the smooth implementation of the company’s 2022 stock option incentive plan and the realization of the company’s development strategy and business objectives, the company has formulated the list of incentive objects of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan according to the provisions of relevant laws and regulations and the actual situation of the company, For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Relevant announcements.
The independent directors of the proposal expressed their independent opinions, which need to be submitted to the general meeting of shareholders for deliberation and approval, and the related directors Guo Tianming, Yu Haiming and Hou Jiaxiang avoided voting.
Voting: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
(IX) passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan
In order to implement the company’s 2022 stock option incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s 2022 stock option incentive plan:
(I) authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the 2022 stock option incentive plan, and determine the grant date of the 2022 stock option incentive plan;
(II) authorize the board of directors to adjust the number and exercise price of stock options in accordance with the methods specified in the 2022 stock option incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision, stock reduction, allotment and dividend distribution;
(III) authorize the board of directors to grant stock options to incentive objects and handle all matters necessary for granting stock options when incentive objects meet the conditions;
(IV) authorize the board of directors to review and confirm the exercise qualification and conditions of incentive objects, and agree that the board of directors will delegate this power to the remuneration and assessment committee;
(V) authorize the board of directors to decide whether the incentive objects can exercise their rights;
(VI) authorize the board of directors to handle all matters necessary for the implementation of the stock option incentive plan in accordance with the methods specified in the 2022 stock option incentive plan, including but not limited to applying to the stock exchange, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, and handling the change registration of the company’s registered capital;
(VII) authorize the board of directors to register the outstanding stock options;
(VIII) authorize the board of directors to handle the suspension, change and termination of the incentive plan in accordance with the provisions of the company’s 2022 stock option incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock options that the incentive object has been granted but not exercised, and accordingly apply to the securities exchange, apply to the registration and settlement company for relevant registration and settlement business, modify the articles of association and handle the change registration of the company’s registered capital, Handle the inheritance of deceased (dead) incentive objects, terminate the company’s 2022 stock option incentive plan, etc;
(IX) authorize the board of directors to manage and adjust the company’s 2022 stock option incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of this incentive plan;
(x) authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent to the incentive plan with relevant governments and institutions; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan;
（11） Authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants and lawyers;
（12） Sign, execute, modify and terminate any agreement related to the 2022 stock option incentive plan;
（13） Authorize the board of directors to implement other necessary matters required by the 2022 stock option incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents;
（14） The term of this authorization is consistent with the validity of this incentive plan.
The independent directors of the proposal expressed their independent opinions, which need to be submitted to the general meeting of shareholders for deliberation and approval, and the related directors Guo Tianming, Yu Haiming and Hou Jiaxiang avoided voting.
Voting: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
(x) passed the proposal on proposing to convene the company’s extraordinary general meeting of shareholders
It is agreed that the company will hold the third extraordinary general meeting of shareholders in 2022 at room A402, Shandong Shida Shenghua Chemical Group Company Limite(603026) office building, No. 198, Tongxing Road, Kenli District, Dongying City, Shandong Province at 14:00 on May 26, 2021 to consider relevant matters proposed by the board of directors.
Voting: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Shandong Shida Shenghua Chemical Group Company Limite(603026) board of directors may 5, 2022
